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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 21, 1998
(September 21, 1998)
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Exact name of registrant as
specified in its charter: Central Parking Corporation
State or other jurisdiction
of incorporation: Tennessee
Commission File Number: 001-13950
I.R.S. Employe
Identification Number: 62-1052916
Address of principal 2401 21st Avenue South
executive offices: Ste. 200
Nashville, TN 37212
Registrant's telephone number,
including area code: (615) 297-4255
Former name, former address
and former fiscal year, if
changed since last report: Not applicable
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ITEM 5. OTHER EVENTS AND INFORMATION
On September 21, 1998, Central Parking Corporation issued a press release
attached hereto as exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C) EXHIBITS
Exhibit No. 99.1 Text of press release dated September 21, 1998
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned party duly authorized.
Central Parking Corporation
BY: /s/ Stephen A. Tisdell
Chief Financial Officer
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EXHIBIT 99.1
NEWS
FOR IMMEDIATE RELEASE
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Contacts:
Central Parking Corporation Apollo Real Estate AEW Capital
Management
Stephen Tisdell Steven Anreder Martha Thurber
Chief Financial Officer Anreder, Herschorn, Silver Director of Communications
(615) 297-4255 X265 & Co., Inc. (617) 261-9570
[email protected] (212) 421-4020
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CENTRAL PARKING CORPORATION AND ALLRIGHT HOLDINGS, INC.
AGREE TO MERGE
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TRANSACTION VALUED AT $585 MILLION
NASHVILLE, Tenn. (Sept. 21, 1998) - Central Parking Corporation (NYSE: CPC)
today announced that it has entered into a definitive agreement pursuant to
which Allright Holdings ("Allright") will merge with Central Parking
Corporation. Allright (dba Allright Parking) is headquartered in Houston and is
one of the largest parking services companies in the United States with 2,275
locations and revenues of $216 million for the fiscal year ended June 30, 1998.
Ownership of Allright is controlled by Apollo Real Estate Investment Fund II,
L.P., ("Apollo") an investment fund led by William L. Mack, and AEW Partners
L.P., an investment partnership managed by AEW Capital Management, L.P.,
("AEW"). The transaction, which is expected to be accounted for as a
pooling-of-interests, is valued at approximately $585 million based on today's
closing stock price, including common shares of Central Parking Corporation and
assumption of indebtedness.
The merger remains subject to certain closing conditions, including the
expiration of the waiting period under the Hart-Scott-Rodino Act. The
transaction is subject to approval by the shareholders of both Central Parking
Corporation and Allright at separate meetings to be scheduled. AEW and Apollo,
and shareholders of Central Parking Corporation representing a sufficient number
of the Company's shares to approve the transaction, have agreed to vote in favor
of the merger. Closing of the transaction is anticipated in early 1999. Under
terms of the agreement, Central Parking Corporation expects to issue a fixed
number of shares of common stock, approximately 7.6 million shares to the
shareholders of Allright. The shares will be registered with the Securities and
Exchange Commission on Form S-4, and issuance of the shares will be made only by
means of a prospectus. Central Parking Corporation currently has approximately
29.6 million shares outstanding. Following completion of the merger, Apollo and
AEW will each be entitled to designate a member of the Central Parking
Corporation's Board of Directors that will be expanded from 9 to 11 directors.
Apollo and AEW purchased the stock of privately held Allright in
October 1996, at which time Allright embarked on an aggressive growth strategy
that has produced approximately a 50% increase in Allright's operating cash
flow, or EBITDA (earnings before interest, taxes, depreciation and
amortization).
Monroe J. Carell, Jr., Chairman and Chief Executive Officer of Central
Parking Corporation, remarked, "The merger with Allright will represent a
significant milestone in our continuing record of
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corporate growth. In terms of absolute expansion, the number of locations we
operate will almost double to approximately 4,700. This will translate into a
53% increase in total spaces to approximately 1.5 million. This transaction will
meaningfully broaden our geographic presence, especially in the midwest,
southwest and California. A number of Allright's facilities are in cities where
we currently operate, thereby offering the potential for increased efficiencies.
Excluding merger-related expenses, we believe that the proposed merger will be
accretive to our earnings per share starting in fiscal 1999. We expect the
Allright operations to maintain the excellent performance they have demonstrated
under the ownership of Apollo and AEW and expect to benefit from cost savings
that should be realized as a result of the merger."
Carell added, "While the merger of two organizations is always
challenging, Central Parking Corporation has successfully met such challenges
before. We are confident we will do so again in a manner that will maximize the
future growth of the combined company. From a longer term perspective, the
merger with Allright will significantly enhance our strategic plans. The
addition of the Allright brand name plus the extensive real estate relationships
of Apollo and AEW will strengthen our marketing activities and ability to expand
our business base. The merger also will add to the depth of our managerial
organization, bringing aboard experienced professionals who have been successful
in building Allright into one of the leaders in our industry. One of the
fundamental approaches of Allright has been to invest in selected parking
properties. Our ownership of this real estate will provide the potential for
joint development projects related to our basic parking services business."
Gregory Shay, President and CEO of Allright, commented, "We are excited
about the prospect of merging two of the most prominent companies in the
industry. Central Parking Corporation's strong track record of creating
shareholder value will be further enhanced by Allright and its growth
performance. We believe the combination represents a good strategic fit,
especially since both organizations focus on providing the highest level of
customer service. The firms offer a complementary depth of management and
operating expertise that, when combined, will result in a dynamic growth
vehicle. We feel strongly that this transaction will firmly position the new
company as the leader in this prospering industry."
"AEW Partners is very pleased with this transaction," said Thomas H.
Nolan, Jr., President of AEW Partners Funds. "We believe there are a number of
important synergies between the two firms. Through this combination of
management and operational expertise, we believe the new Central Parking
Corporation will be well positioned to capitalize on growth opportunities in the
dynamic parking and transportation industry."
"The combination of Allright and Central Parking Corporation makes
excellent strategic and financial sense for both companies," said William S.
Benjamin, a partner of Apollo. "The new Central Parking Corporation will be a
leading provider of parking and transportation services worldwide. This is an
exciting, high-growth, quality enterprise in an exciting industry; and we are
pleased to be part of the new company as it goes forward."
The Blackstone Group L.P. served as financial advisor to Central
Parking Corporation, and Bear Stearns & Co. served as financial advisor to
Allright in this transaction.
Central Parking Corporation, headquartered in Nashville, Tennessee, is
a leading provider of parking services. The Company operates approximately 2,436
parking facilities containing more than 1,008,000 spaces at locations in 35
states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the
Republic of Ireland, Spain, Germany, Malaysia, Chile and Mexico. Central Parking
Corporation has a business development office in Amsterdam.
This press release contains projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934. These
projections and statements reflect the Company's
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current views with respect to future events and financial performance. No
assurance can be given, however, that these events will occur or that these
projections will be achieved and actual results could differ materially from
those projected as a result of certain factors. A discussion of these factors is
included in the Company's periodic reports filed with the Securities and
Exchange Commission.
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